FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED: December 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM ___________ TO ______________
Commission File Number: 33-96262
TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)
(formerly known as TC Holdings Limited)
CAYMAN ISLANDS NONE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CALEDONIAN HOUSE
MARY STREET, P. O. BOX 1043
GEORGE TOWN
GRAND CAYMAN, CAYMAN ISLANDS NONE
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (809) 949-0050
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
None None
Securities registered pursuant to Section 12(g) of the Act:
None.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
(J)(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM 10-K WITH THE
REDUCED DISCLOSURE FORMAT.
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES (X) NO
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. (X)
ALL OF THE VOTING STOCK OF THE REGISTRANT IS HELD BY TRITON ENERGY
CORPORATION.
AS OF MARCH 21, 1996, 1,000 SHARES OF THE REGISTRANT'S COMMON STOCK WERE
OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE
NOT APPLICABLE.
TRITON ENERGY LIMITED
TABLE OF CONTENTS
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Form 10-K Item Page
PART I
ITEM 1. Business 2
ITEM 2. Properties 2
ITEM 3. Legal Proceedings 2
ITEM 4. Submission of Matters to a Vote of Security Holders 2
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters 3
ITEM 6. Selected Financial Data 3
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation 3
ITEM 8. Financial Statements and Supplementary Data 3
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 4
PART III
ITEM 10. Directors and Executive Officers of the Registrant 4
ITEM 11. Executive Compensation 4
ITEM 12. Security Ownership of Certain Beneficial Owners and Management 4
ITEM 13. Certain Relationships and Related Transactions 4
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 4
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PART I
ITEM 1. BUSINESS
GENERAL
Triton Energy Limited, a Cayman Islands company (the "Company"), is
a wholly owned subsidiary of Triton Energy Corporation, a Delaware corporation
("Triton Delaware"), an international oil and gas exploration company
primarily engaged in exploration and production through subsidiaries and
affiliates. The Company was formed in August 1995 to permit the creation of a
holding company structure for Triton Delaware and has engaged in no business
since its formation. Triton Delaware has called a special meeting of its
stockholders to be held on March 25, 1996 at which the stockholders will vote
on the proposed reorganization of Triton Delaware (the "Reorganization").
Pursuant to the Reorganization, the Company would become the parent holding
company of Triton Delaware through the merger of a wholly owned subsidiary of
the Company with and into Triton Delaware. If the Reorganization is
consummated, Triton Delaware will become a subsidiary of the Company and the
Company will continue to conduct the businesses (through subsidiaries and
affiliates) in which Triton Delaware is now engaged. The Company and Triton
Delaware have filed with the Securities and Exchange Commission a Proxy
Statement/Joint Prospectus dated as of February 23, 1996 relating to the
special meeting and the securities to be issued if the Reorganization is
consummated. Triton Delaware's principal properties and operations are
located in Colombia and Malaysia-Thailand. Triton Delaware also has oil and
gas interests in other Latin American and Asian countries, Europe, Australia
and North America.
Triton Delaware was incorporated in Texas in 1962 and reincorporated
in Delaware in 1995. The Company's principal executive offices are located at
Caledonian House, Mary Street, P. O. Box 1043, George Town, Grand Cayman,
Cayman Islands.
ITEM 2. PROPERTIES
The Company has no significant properties and has conducted no
business since its inception.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Omitted pursuant to General Instruction J(2) of Form 10-K.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
All of the Company's common equity is held by Triton Delaware. The
Company has never paid dividends on its common equity.
If the Reorganization is consummated, each outstanding share of
Common Stock of Triton Delaware at the effective time of the Reorganization
(the "Effective Time") (other than shares held in treasury and shares as to
which an election to receive Equity Units (as defined below) has been made and
not withdrawn, subject to certain limitations) will be automatically converted
into one Class A Ordinary Share of the Company. Holders of not less than 15%
but not more than 25% of the outstanding shares of Triton Delaware's Common
Stock at the Effective Time, in the aggregate, may make an unconditional
election to receive an equity unit ("Equity Unit") consisting of one Class B
Ordinary Share of the Company and one-tenth of one share of participating
preferred stock of Triton Delaware for each share of Common Stock of Triton
Delaware owned in lieu of such shares being converted into Class A Ordinary
Shares. Each such Class B Ordinary Share and one-tenth of a share of
participating preferred stock would be paired and after such pairing could
only be traded together as a unit. If holders of less than 15% of the
outstanding shares of Common Stock of Triton Delaware, in the aggregate, elect
to receive Equity Units, no Equity Units will be issued and all such shares
would be automatically converted into Class A Ordinary Shares of the Company.
The Class A Ordinary Shares have been approved for listing on the New York
Stock Exchange under the symbol "OIL," the same symbol under which the Common
Stock of Triton Delaware is currently listed, and the Equity Units have been
approved for listing on the New York Stock Exchange under the symbol "OIL.B."
ITEM 6. SELECTED FINANCIAL DATA.
Omitted pursuant to General Instruction (J)(2) of Form 10-K. The
Company has conducted no business since its inception.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
Omitted pursuant to General Instruction (J)(2) of Form 10-K. The
Company has conducted no business since its inception in August 1995. In
November 1995, Triton Delaware solicited the consent of the holders of its
publicly issued notes to certain amendments to the indentures pursuant to
which such notes were issued. Such amendments included a provision for the
issuance of guarantees by the Company of Triton Delaware's obligations under
the notes in the event a transaction such as the Reorganization were
consummated.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item begin at page F-1
hereof.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to General Instruction (J)(2) of Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Omitted pursuant to General Instruction (J)(2) of Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Omitted pursuant to General Instruction (J)(2) of Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omitted pursuant to General Instruction (J)(2) of Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Annual Report on
Form 10-K:
1. Financial Statements: The financial statements filed as part of this
report are listed in the "Index to Financial Statements and
Schedules" on page F-1 hereof.
2. Financial Statement Schedules: No financial statement schedules are
required to be filed as part of this report.
3. Exhibits required to be filed by Item 601 of Regulation S-K.
2.1 Agreement and Plan of Merger among Triton Energy Corporation,
Triton Energy Limited and TEL Merger Corp.(1)
3.1 Articles of Association of Triton Energy Limited.(2)
3.2 Memorandum of Association of Triton Energy Limited.(2)
23.1 Consent of Price Waterhouse LLP.(3)
24 Power of Attorney (included in the signature page hereof).(3)
27.1 Financial Data Schedule (3)
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____________________
(1) Previously filed as an exhibit to the Annual Report on Form 10-K for
the year ended December 31,1995 of Triton Energy Corporation and
incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-4 (No. 33-96262) and incorporated herein by
reference.
(3) Filed herewith.
(b) Reports on Form 8-K.
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on
Form 10-K to be signed by the undersigned thereunto duly authorized on the 21
day of March, 1996.
TRITON ENERGY LIMITED
By: /s/Thomas G. Finck
Thomas G. Finck
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Triton Energy Limited (the "Company") hereby constitutes and
appoints Thomas G. Finck, Robert B. Holland, III, and Peter Rugg, or any of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and on
his behalf and in his name, place and stead, in any and all capacities, to
sign, execute, and file any and all documents relating to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, including any and
all amendments and supplements thereto, with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to
be done.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated on the 21 day of
March, 1996.
Signature Title
/s/ Thomas G. Finck Chairman of the Board and Chief Executive
Thomas G. Finck Officer
/s/ Peter Rugg Senior Vice President and Director
Peter Rugg (Principal financial and
accounting officer)
/s/ Robert B. Holland, III Senior Vice President and Director
Robert B. Holland, III
TRITON ENERGY LIMITED
INDEX TO FINANCIAL STATEMENTS
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TRITON ENERGY LIMITED PAGE
Report of Independent Accountants F-2
Balance Sheet - December 31, 1995 F-3
Notes to Balance Sheet F-4
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REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and
Shareholder of Triton Energy Limited
In our opinion, the accompanying balance sheet presents fairly, in all
material respects, the financial position of Triton Energy Limited at December
31, 1995 in conformity with generally accepted accounting principles. This
financial statement is the responsibility of the Company's management; our
responsibility is to express an opinion on this financial statement based on
our audit. We conducted our audit of this statement in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statement
is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statement, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.
PRICE WATERHOUSE LLP
Dallas, Texas
February 8, 1996
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TRITON ENERGY LIMITED
BALANCE SHEET
DECEMBER 31, 1995
(EXPRESSED IN UNITED STATES DOLLARS)
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SHAREHOLDER'S EQUITY $
Preferred stock, par value $1, authorized 5,000,000 shares ---
Common stock, par value $1, authorized 200,000,000 shares, issued 1,000 1,000
Subscription receivable (1,000)
Total shareholder's equity $ ---
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See accompanying notes to balance sheet.
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TRITON ENERGY LIMITED
NOTES TO BALANCE SHEET
1. GENERAL
Triton Energy Limited (formerly named TC Holdings Limited, "Triton Cayman"), a
wholly-owned subsidiary of Triton Energy Corporation ("Triton Delaware"), a
Delaware Corporation, was incorporated on August 23, 1995 under the laws of
the Cayman Islands. Triton Cayman was formed to become the ultimate holding
company of Triton Delaware if the Board of Directors of Triton Delaware and
the stockholders of Triton Delaware approve such transaction. Triton Delaware
is an international oil and gas exploration company primarily engaged in
exploration and production through subsidiaries and affiliates. Triton
Delaware's principal properties and operations are located in Colombia and
Malaysia-Thailand. Triton Delaware also has oil and gas interests in other
Latin American and Asian countries, Europe, Australia and North America.
Triton Cayman had no operations from the date of incorporation on August 23,
1995 to December 31, 1995.
2. TAXATION
Under current Cayman Islands law, Triton Cayman is not required to pay any
Cayman Islands taxes on either income or capital gains. Triton Cayman has
applied for and expects to receive an Undertaking as to Tax Concessions
Certificate to be issued by the Governor-in-Council pursuant to the provisions
of the Tax Concessions Law which would provide that Triton Cayman would not be
subject to any future income or capital gains taxes which may be imposed for a
period of twenty years beginning on the date of the Undertaking.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-4 (Nos. 33-96262
and 333-923) of our report dated February 8, 1996 appearing on page F-2 of
Triton Energy Limited's Annual Report on Form 10-K for the year ended December
31, 1995.
Price Waterhouse LLP
Dallas, Texas
March 21, 1996
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<ARTICLE> 5
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31,
1995 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
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